83_FR_62879 83 FR 62646 - Self-Regulatory Organizations; Bats BZX Exchange, Inc.; Notice of Filing of Amendment No. 2 To Proposed Rule Change To Introduce Cboe Market Close, a Closing Match Process for Non-BZX Listed Securities Under New Exchange Rule 11.28

83 FR 62646 - Self-Regulatory Organizations; Bats BZX Exchange, Inc.; Notice of Filing of Amendment No. 2 To Proposed Rule Change To Introduce Cboe Market Close, a Closing Match Process for Non-BZX Listed Securities Under New Exchange Rule 11.28

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 233 (December 4, 2018)

Page Range62646-62648
FR Document2018-26269

Federal Register, Volume 83 Issue 233 (Tuesday, December 4, 2018)
[Federal Register Volume 83, Number 233 (Tuesday, December 4, 2018)]
[Notices]
[Pages 62646-62648]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-26269]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-84670; File No. SR-BatsBZX-2017-34]


Self-Regulatory Organizations; Bats BZX Exchange, Inc.; Notice of 
Filing of Amendment No. 2 To Proposed Rule Change To Introduce Cboe 
Market Close, a Closing Match Process for Non-BZX Listed Securities 
Under New Exchange Rule 11.28

November 28, 2018.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Exchange Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby 
given that on October 4, 2018, the Bats BZX Exchange, Inc. (now known 
as Cboe BZX Exchange, Inc.) (``BZX'' or ``Exchange'') filed with the 
Securities and Exchange Commission (``SEC'' or ``Commission'') 
Amendment No. 2 to the proposed rule change as described in Item I 
below, which Item has been prepared by the Exchange and is reproduced 
below verbatim in Section I.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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    The proposed rule change seeks to adopt Cboe Market Close, a 
closing match process for non-BZX Listed Securities. On January 17, 
2018, after consideration of the record for the proposed rule change, 
the Division of Trading and Markets, pursuant to delegated 
authority,\3\ approved the proposed rule change, as modified by 
Amendment No. 1 (``Approval Order'').\4\ On January 31, 2018, pursuant 
to Commission Rule of Practice 430,\5\ NYSE Group, Inc. (``NYSE'') and 
The Nasdaq Stock Market LLC (``Nasdaq'') each filed petitions for 
review of the Approval Order. Pursuant to Commission Rule of Practice 
431(e), the Approval Order is stayed by the filing with the Commission 
of a notice of intention to petition for review.\6\ On March 1, 2018, 
the Commission issued a scheduling order, pursuant to Commission Rule 
of Practice 431, granting the petitions for review of the Approval 
Order and providing until March 22, 2018 for any party or other person 
to file a written statement in support of or in opposition to the 
Approval Order.\7\ In statements filed with the Commission, two parties 
stated, among other arguments, that Cboe Market Close would cause BZX 
to violate Rule 201 of Regulation SHO.\8\ BZX subsequently filed 
Amendment No. 2 to the proposed rule change to address this comment. 
Because of this change, the Commission is publishing this notice to 
solicit comments on the proposed rule change, as amended, from 
interested persons.
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    \3\ 17 CFR 200.30 3(a)(12).
    \4\ See Exchange Act Release No. 82522, 83 FR 3205 (January 23, 
2018).
    \5\ 17 CFR 201.430.
    \6\ 17 CFR 201.431(e). See Letter from Secretary of the 
Commission to Christopher Solgan, Assistant General Counsel, Cboe 
Global Markets, Inc., dated January 24, 2018 (providing notice of 
receipt of notices of intention to petition for review of delegated 
action and stay of order), available at https://www.sec.gov/rules/sro/batsbzx/2018/sr-batsbzx-2017-34-letter-from-secretary-to-cboe.pdf.
    \7\ See Exchange Act Release No. 82794, 83 FR 9561 (March 6, 
2018). On March 16, 2018, the Office of Secretary, acting by 
delegated authority, issued an order on behalf of the Commission 
granting a motion for an extension of time to file statements on or 
before April 12, 2018. See Exchange Act Release No. 82896, 83 FR 
12633 (Mar. 22, 2018).
    \8\ See NYSE Statement in Opposition to the Division's Order 
Approving a Rule to Introduce Cboe Market Close, at 31-34 (April 12, 
2018); Statement of the Nasdaq Stock Market LLC in Opposition to 
Order Granting Approval of a Proposed Rule Change, as Modified by 
Amendment No. 1, to Introduce Cboe Market Close, at 26 (April 12, 
2018).
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I. Amendment No. 2 to SR-BatsBZX-2017-34

    Cboe BZX Exchange, Inc. (``BZX'' or the ``Exchange'') is filing 
this Partial Amendment No. 2 to SR-BatsBZX-2017-34, which was 
originally filed with the Securities and Exchange Commission (the 
``Commission'') on May 5, 2017 (the ``Proposal''). The Proposal was 
published for comment in the Federal Register on May 22, 2017, and 
approved by the Division of Trading and Markets pursuant to delegated 
authority on January 17, 2018.\9\ On January 24, 2018, the Commission 
stayed the Proposal,\10\ and the Proposal is currently pending 
Commission review.
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    \9\ See Securities Exchange Act Release Nos. 80683 (May 16, 
2017), 82 FR 23320 (May 22, 2017) (Notice); 82522 (January 7, 2018), 
83 FR 3205 (January 23, 2017) (Approval Order) (SR-BatsBZX-2017-34).
    \10\ See Letter from Secretary of the Commission to Christopher 
Solgan, Assistant General Counsel, Cboe Global Markets, Inc., dated 
January 24, 2018.
---------------------------------------------------------------------------

    The Proposal seeks to introduce the Cboe Market Close, an 
innovative closing match process for non-BZX Listed Securities that is 
designed to match buy and sell Market-On-Close (``MOC'') orders at the 
official closing price for such security published by the primary 
listing market. The Exchange proposed the Cboe Market Close in response 
to interest from market participants, particularly buy-side firms, who 
seek an alternative to participation on the primary listing market's 
closing auction while still receiving an execution at the official 
closing price. The Exchange continues to believe that the proposed 
functionality promotes the maintenance of a free and open market 
because it would increase competition for order flow at the close, 
which is highly concentrated at the primary listing markets today, 
without impacting price discovery.
    The purpose of this amendment is to amend the Proposal at 
Interpretations and Policies .04 to BZX Rule 11.28, which would be a 
new rule that provides for the handling of short sale MOC orders that 
are designated for participation in the Cboe Market Close. 
Specifically, the Exchange proposes to reject short sale MOC orders 
entered pursuant to BZX Rule 11.28 in order to comply with its 
obligations under Rule 201 of Regulation SHO.\11\ MOC orders marked 
short exempt are not subject to the short sale circuit breaker 
restrictions under Regulation SHO, and would

[[Page 62647]]

therefore be accepted for participation in the Cboe Market Close.
---------------------------------------------------------------------------

    \11\ 17 CFR 242.201.
---------------------------------------------------------------------------

19b-4 and Exhibit 1 Changes
    1. The Exchange proposes to add the following sentences to the 
purpose section of the Proposal at the end of the first paragraph on 
page 8 of the 19b-4 and page 21 of the Exhibit 1:
    All short sale MOC orders designated for participation in the Cboe 
Market Close must be identified as ``short'' or ``short exempt'' 
pursuant to Exchange Rule 11.19(a).\12\ MOC orders marked short will be 
rejected so as to maintain compliance with the Exchange's obligations 
under Rule 201 of Regulation SHO in the event a short sale circuit 
breaker is triggered and the official closing price determined by the 
primary listing market is not above the national best bid. MOC orders 
marked short exempt, which are not subject to short sale circuit 
breaker restrictions under Regulation SHO, will be accepted and 
processed in accordance with the proposed rules.
---------------------------------------------------------------------------

    \12\ Exchange Rule 11.19(a) provides that all short sale orders 
shall be identified as ``short'' or ``short exempt'' when entered 
into the System.
---------------------------------------------------------------------------

    2. The Exchange proposes to add the following paragraphs to the 
basis section of the Proposal immediately prior to the Exchange's 
statement on burden on competition on page 14 of the 19b-4 and page 28 
of the Exhibit 1:
    The Exchange also believes that the proposed language relating to 
short sale handling is consistent with the Act and the rules and 
regulations thereunder. Rules 201(b)(1)(i) and (ii) of Regulation SHO 
generally require that trading centers such as the Exchange establish, 
maintain, and enforce written policies and procedures reasonably 
designed to: (i) Prevent the execution or display of a short sale order 
of a covered security at a price that is less than or equal to the 
current national best bid (``price restriction'') if the price of that 
covered security decreases by 10% or more from the covered security's 
closing price; \13\ and (ii) impose this price restriction for the 
remainder of the day and the following day.\14\
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    \13\ The closing price is as determined by the listing market 
for the covered security as of the end of regular trading hours on 
the prior day.
    \14\ This price restriction applies when a national best bid for 
the covered security is calculated and disseminated on a current and 
continuing basis by a plan processor pursuant to an effective 
national market system plan.
---------------------------------------------------------------------------

    The Cboe Market Close contemplates the pairing of MOC orders at the 
MOC Cut-Off Time of 3:35 p.m. ET, and the ultimate execution of those 
orders at the official closing price determined by the closing auction 
of the primary listing market at 4:00 p.m. ET. As a result, it is 
possible that a short sale MOC order paired at the MOC Cut-off Time 
would not be eligible for execution at the ultimate execution price 
determined by the primary listing market when the closing auction is 
conducted. Should a short sale circuit breaker be triggered due to a 
10% decline in the price of the security from the previous day's 
closing price, a short sale MOC order executed at 4 p.m. ET would be 
required to be executed above the national best bid. MOC orders paired 
in the Cboe Market Close, however, are entitled to an execution at the 
official closing price, which may be lower than, equal to, or above the 
national best bid. Thus, it is possible that the eventual execution of 
a short sale MOC order at 4 p.m. ET may violate the requirements of 
Rule 201(b)(1). Specifically, it would be a violation of Regulation SHO 
to execute a short sale MOC order at the official closing price if a 
short sale circuit breaker is triggered, either before or after the MOC 
Cut-off Time, and the official closing price is less than or equal to 
the national best bid.
    To prevent this result and maintain compliance with Rule 201 of 
Regulation SHO, the Exchange is proposing to reject all short sale MOC 
orders that are designated for participation in the Cboe Market Close. 
Rejecting short sale MOC orders will ensure that the Exchange is able 
to execute the MOC orders that are accepted and paired at the MOC Cut-
off Time as contemplated by the Cboe Market Close. Furthermore, 
rejecting these orders would ensure that market participants are 
provided an opportunity to enter any short interest on the primary 
listing market, which may be able to re-price such interest to a 
permitted price if a short sale circuit breaker has been triggered.\15\ 
The Exchange therefore believes that the proposed handling of short 
sale MOC orders is consistent with the protection of investors and the 
public interest.
---------------------------------------------------------------------------

    \15\ See e.g., New York Stock Exchange LLC Rule 7.16(f)(5)(A), 
which permits the re-pricing of short sale orders during the 
duration of the short sale circuit breaker.
---------------------------------------------------------------------------

    In addition, Rule 201(b)(1)(iii)(B) of Regulation SHO provides that 
the Rule 201 policies and procedures described above must be reasonably 
designed to permit the execution or display of a short sale order of a 
covered security marked ``short exempt'' without regard to whether the 
order is at a price that is less than or equal to the current national 
best bid. As a result, MOC orders marked short exempt are not subject 
to the short sale price restrictions of Regulation SHO, and may be 
executed without regard to whether such execution is at a price that is 
less than or equal to the current national best bid. The Exchange 
therefore proposes to provide that orders marked short exempt will be 
accepted by the System. The Exchange will pair and execute these orders 
in the same manner as other MOC orders designated for participation in 
the Cboe Market Close.

II. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change, as amended, is consistent with the Exchange Act. Comments may 
be submitted by any of the following methods:

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-BatsBZX-2017-34 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to File Number SR-BatsBZX-2017-34. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet website (http://www.sec.gov/rules/sro.shtml). 
Copies of the submission, all subsequent amendments, all written 
statements with respect to the proposed rule change that are filed with 
the Commission, and all written communications relating to the proposed 
rule change between the Commission and any person, other than those 
that may be withheld from the public in accordance with the provisions 
of 5 U.S.C. 552, will be available for website viewing and printing in 
the Commission's Public Reference Room, 100 F Street NE, Washington, DC 
20549 on official business days between the hours of 10:00 a.m. and 
3:00 p.m. Copies of such filing also will be available for inspection 
and copying at the principal offices of the Exchange. All comments 
received will be posted without change.
    Persons submitting comments are cautioned that we do not redact or 
edit personal identifying information from comment submissions. You 
should submit only information that you wish

[[Page 62648]]

to make available publicly. All submissions should refer to File Number 
SR-BatsBZX-2017-34, and should be submitted on or before December 26, 
2018.

    By the Commission.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-26269 Filed 12-3-18; 8:45 am]
 BILLING CODE 8011-01-P



     62646                       Federal Register / Vol. 83, No. 233 / Tuesday, December 4, 2018 / Notices

     internet website (http://www.sec.gov/                   ‘‘Commission’’) Amendment No. 2 to                     proposed rule change, as amended, from
     rules/sro.shtml). Copies of the                         the proposed rule change as described                  interested persons.
     submission, all subsequent                              in Item I below, which Item has been
                                                                                                                    I. Amendment No. 2 to SR–BatsBZX–
     amendments, all written statements                      prepared by the Exchange and is                        2017–34
     with respect to the proposed rule                       reproduced below verbatim in Section I.
     change that are filed with the                             The proposed rule change seeks to                      Cboe BZX Exchange, Inc. (‘‘BZX’’ or
     Commission, and all written                                                                                    the ‘‘Exchange’’) is filing this Partial
                                                             adopt Cboe Market Close, a closing
     communications relating to the                                                                                 Amendment No. 2 to SR–BatsBZX–
                                                             match process for non-BZX Listed
     proposed rule change between the                                                                               2017–34, which was originally filed
                                                             Securities. On January 17, 2018, after
     Commission and any person, other than                                                                          with the Securities and Exchange
     those that may be withheld from the                     consideration of the record for the
                                                             proposed rule change, the Division of                  Commission (the ‘‘Commission’’) on
     public in accordance with the                                                                                  May 5, 2017 (the ‘‘Proposal’’). The
     provisions of 5 U.S.C. 552, will be                     Trading and Markets, pursuant to
                                                             delegated authority,3 approved the                     Proposal was published for comment in
     available for website viewing and                                                                              the Federal Register on May 22, 2017,
     printing in the Commission’s Public                     proposed rule change, as modified by
                                                                                                                    and approved by the Division of Trading
     Reference Room, 100 F Street NE,                        Amendment No. 1 (‘‘Approval Order’’).4
                                                                                                                    and Markets pursuant to delegated
     Washington, DC 20549 on official                        On January 31, 2018, pursuant to
                                                                                                                    authority on January 17, 2018.9 On
     business days between the hours of                      Commission Rule of Practice 430,5
                                                                                                                    January 24, 2018, the Commission
     10:00 a.m. and 3:00 p.m. Copies of the                  NYSE Group, Inc. (‘‘NYSE’’) and The
                                                                                                                    stayed the Proposal,10 and the Proposal
     filing also will be available for                       Nasdaq Stock Market LLC (‘‘Nasdaq’’)                   is currently pending Commission
     inspection and copying at the principal                 each filed petitions for review of the                 review.
     office of the Exchange. All comments                    Approval Order. Pursuant to
                                                             Commission Rule of Practice 431(e), the                   The Proposal seeks to introduce the
     received will be posted without change.
                                                             Approval Order is stayed by the filing                 Cboe Market Close, an innovative
     Persons submitting comments are
                                                                                                                    closing match process for non-BZX
     cautioned that we do not redact or edit                 with the Commission of a notice of
                                                                                                                    Listed Securities that is designed to
     personal identifying information from                   intention to petition for review.6 On
     comment submissions. You should                                                                                match buy and sell Market-On-Close
                                                             March 1, 2018, the Commission issued
     submit only information that you wish                                                                          (‘‘MOC’’) orders at the official closing
                                                             a scheduling order, pursuant to
     to make available publicly. All                                                                                price for such security published by the
                                                             Commission Rule of Practice 431,
     submissions should refer to File                                                                               primary listing market. The Exchange
                                                             granting the petitions for review of the               proposed the Cboe Market Close in
     Number SR–NYSEAMER–2018–50 and                          Approval Order and providing until
     should be submitted on or before                                                                               response to interest from market
                                                             March 22, 2018 for any party or other                  participants, particularly buy-side firms,
     December 26, 2018.                                      person to file a written statement in                  who seek an alternative to participation
       For the Commission, by the Division of                support of or in opposition to the                     on the primary listing market’s closing
     Trading and Markets, pursuant to delegated              Approval Order.7 In statements filed                   auction while still receiving an
     authority.10                                            with the Commission, two parties                       execution at the official closing price.
     Eduardo A. Aleman,                                      stated, among other arguments, that                    The Exchange continues to believe that
     Assistant Secretary.                                    Cboe Market Close would cause BZX to                   the proposed functionality promotes the
     [FR Doc. 2018–26272 Filed 12–3–18; 8:45 am]             violate Rule 201 of Regulation SHO.8                   maintenance of a free and open market
     BILLING CODE 8011–01–P                                  BZX subsequently filed Amendment No.                   because it would increase competition
                                                             2 to the proposed rule change to address               for order flow at the close, which is
                                                             this comment. Because of this change,                  highly concentrated at the primary
     SECURITIES AND EXCHANGE                                 the Commission is publishing this                      listing markets today, without impacting
     COMMISSION                                              notice to solicit comments on the                      price discovery.
     [Release No. 34–84670; File No. SR–                                                                               The purpose of this amendment is to
                                                               3 17  CFR 200.30 3(a)(12).
     BatsBZX–2017–34]                                                                                               amend the Proposal at Interpretations
                                                               4 See  Exchange Act Release No. 82522, 83 FR
                                                             3205 (January 23, 2018).                               and Policies .04 to BZX Rule 11.28,
     Self-Regulatory Organizations; Bats
                                                                5 17 CFR 201.430.                                   which would be a new rule that
     BZX Exchange, Inc.; Notice of Filing of
     Amendment No. 2 To Proposed Rule
                                                                6 17 CFR 201.431(e). See Letter from Secretary of   provides for the handling of short sale
     Change To Introduce Cboe Market
                                                             the Commission to Christopher Solgan, Assistant        MOC orders that are designated for
                                                             General Counsel, Cboe Global Markets, Inc., dated      participation in the Cboe Market Close.
     Close, a Closing Match Process for                      January 24, 2018 (providing notice of receipt of
     Non-BZX Listed Securities Under New                     notices of intention to petition for review of         Specifically, the Exchange proposes to
     Exchange Rule 11.28                                     delegated action and stay of order), available at      reject short sale MOC orders entered
                                                             https://www.sec.gov/rules/sro/batsbzx/2018/sr-         pursuant to BZX Rule 11.28 in order to
     November 28, 2018.                                      batsbzx-2017-34-letter-from-secretary-to-cboe.pdf.     comply with its obligations under Rule
                                                                7 See Exchange Act Release No. 82794, 83 FR
        Pursuant to Section 19(b)(1) of the                  9561 (March 6, 2018). On March 16, 2018, the
                                                                                                                    201 of Regulation SHO.11 MOC orders
     Securities Exchange Act of 1934                         Office of Secretary, acting by delegated authority,    marked short exempt are not subject to
     (‘‘Exchange Act’’),1 and Rule 19b–4                     issued an order on behalf of the Commission            the short sale circuit breaker restrictions
     thereunder,2 notice is hereby given that                granting a motion for an extension of time to file     under Regulation SHO, and would
                                                             statements on or before April 12, 2018. See
     on October 4, 2018, the Bats BZX                        Exchange Act Release No. 82896, 83 FR 12633 (Mar.
     Exchange, Inc. (now known as Cboe                       22, 2018).                                                9 See Securities Exchange Act Release Nos. 80683

     BZX Exchange, Inc.) (‘‘BZX’’ or                            8 See NYSE Statement in Opposition to the           (May 16, 2017), 82 FR 23320 (May 22, 2017)
     ‘‘Exchange’’) filed with the Securities                 Division’s Order Approving a Rule to Introduce         (Notice); 82522 (January 7, 2018), 83 FR 3205
                                                             Cboe Market Close, at 31–34 (April 12, 2018);          (January 23, 2017) (Approval Order) (SR-BatsBZX–
     and Exchange Commission (‘‘SEC’’ or                                                                            2017–34).
                                                             Statement of the Nasdaq Stock Market LLC in
                                                                                                                       10 See Letter from Secretary of the Commission to
                                                             Opposition to Order Granting Approval of a
       10 17 CFR 200.30–3(a)(12).                            Proposed Rule Change, as Modified by Amendment         Christopher Solgan, Assistant General Counsel,
       1 15 U.S.C. 78s(b)(1).                                                                                       Cboe Global Markets, Inc., dated January 24, 2018.
                                                             No. 1, to Introduce Cboe Market Close, at 26 (April
       2 17 CFR 240.19b–4.                                   12, 2018).                                                11 17 CFR 242.201.




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                                   Federal Register / Vol. 83, No. 233 / Tuesday, December 4, 2018 / Notices                                            62647

     therefore be accepted for participation                   is possible that a short sale MOC order                such execution is at a price that is less
     in the Cboe Market Close.                                 paired at the MOC Cut-off Time would                   than or equal to the current national
                                                               not be eligible for execution at the                   best bid. The Exchange therefore
     19b–4 and Exhibit 1 Changes
                                                               ultimate execution price determined by                 proposes to provide that orders marked
        1. The Exchange proposes to add the                    the primary listing market when the                    short exempt will be accepted by the
     following sentences to the purpose                        closing auction is conducted. Should a                 System. The Exchange will pair and
     section of the Proposal at the end of the                 short sale circuit breaker be triggered                execute these orders in the same manner
     first paragraph on page 8 of the 19b–4                    due to a 10% decline in the price of the               as other MOC orders designated for
     and page 21 of the Exhibit 1:                             security from the previous day’s closing               participation in the Cboe Market Close.
        All short sale MOC orders designated                   price, a short sale MOC order executed
     for participation in the Cboe Market                                                                             II. Solicitation of Comments
                                                               at 4 p.m. ET would be required to be
     Close must be identified as ‘‘short’’ or                  executed above the national best bid.                     Interested persons are invited to
     ‘‘short exempt’’ pursuant to Exchange                     MOC orders paired in the Cboe Market                   submit written data, views, and
     Rule 11.19(a).12 MOC orders marked                        Close, however, are entitled to an                     arguments concerning the foregoing,
     short will be rejected so as to maintain                  execution at the official closing price,               including whether the proposed rule
     compliance with the Exchange’s                            which may be lower than, equal to, or                  change, as amended, is consistent with
     obligations under Rule 201 of                             above the national best bid. Thus, it is               the Exchange Act. Comments may be
     Regulation SHO in the event a short sale                  possible that the eventual execution of                submitted by any of the following
     circuit breaker is triggered and the                      a short sale MOC order at 4 p.m. ET may                methods:
     official closing price determined by the                  violate the requirements of Rule
     primary listing market is not above the                                                                          Electronic Comments
                                                               201(b)(1). Specifically, it would be a
     national best bid. MOC orders marked                                                                               • Use the Commission’s internet
                                                               violation of Regulation SHO to execute                 comment form (http://www.sec.gov/
     short exempt, which are not subject to
                                                               a short sale MOC order at the official                 rules/sro.shtml); or
     short sale circuit breaker restrictions
                                                               closing price if a short sale circuit                    • Send an email to rule-comments@
     under Regulation SHO, will be accepted
                                                               breaker is triggered, either before or after           sec.gov. Please include File Number SR–
     and processed in accordance with the
                                                               the MOC Cut-off Time, and the official                 BatsBZX–2017–34 on the subject line.
     proposed rules.
        2. The Exchange proposes to add the                    closing price is less than or equal to the
                                                               national best bid.                                     Paper Comments
     following paragraphs to the basis
                                                                  To prevent this result and maintain                    • Send paper comments in triplicate
     section of the Proposal immediately
                                                               compliance with Rule 201 of Regulation                 to Secretary, Securities and Exchange
     prior to the Exchange’s statement on
                                                               SHO, the Exchange is proposing to                      Commission, 100 F Street NE,
     burden on competition on page 14 of the
                                                               reject all short sale MOC orders that are              Washington, DC 20549–1090.
     19b–4 and page 28 of the Exhibit 1:
        The Exchange also believes that the                    designated for participation in the Cboe               All submissions should refer to File
     proposed language relating to short sale                  Market Close. Rejecting short sale MOC                 Number SR-BatsBZX–2017–34. This file
     handling is consistent with the Act and                   orders will ensure that the Exchange is                number should be included on the
     the rules and regulations thereunder.                     able to execute the MOC orders that are                subject line if email is used. To help the
     Rules 201(b)(1)(i) and (ii) of Regulation                 accepted and paired at the MOC Cut-off                 Commission process and review your
     SHO generally require that trading                        Time as contemplated by the Cboe                       comments more efficiently, please use
     centers such as the Exchange establish,                   Market Close. Furthermore, rejecting                   only one method. The Commission will
     maintain, and enforce written policies                    these orders would ensure that market                  post all comments on the Commission’s
     and procedures reasonably designed to:                    participants are provided an                           internet website (http://www.sec.gov/
     (i) Prevent the execution or display of a                 opportunity to enter any short interest                rules/sro.shtml). Copies of the
     short sale order of a covered security at                 on the primary listing market, which                   submission, all subsequent
     a price that is less than or equal to the                 may be able to re-price such interest to               amendments, all written statements
     current national best bid (‘‘price                        a permitted price if a short sale circuit              with respect to the proposed rule
     restriction’’) if the price of that covered               breaker has been triggered.15 The                      change that are filed with the
     security decreases by 10% or more from                    Exchange therefore believes that the                   Commission, and all written
     the covered security’s closing price; 13                  proposed handling of short sale MOC                    communications relating to the
     and (ii) impose this price restriction for                orders is consistent with the protection               proposed rule change between the
     the remainder of the day and the                          of investors and the public interest.                  Commission and any person, other than
     following day.14                                             In addition, Rule 201(b)(1)(iii)(B) of              those that may be withheld from the
        The Cboe Market Close contemplates                     Regulation SHO provides that the Rule                  public in accordance with the
     the pairing of MOC orders at the MOC                      201 policies and procedures described                  provisions of 5 U.S.C. 552, will be
     Cut-Off Time of 3:35 p.m. ET, and the                     above must be reasonably designed to                   available for website viewing and
     ultimate execution of those orders at the                 permit the execution or display of a                   printing in the Commission’s Public
     official closing price determined by the                  short sale order of a covered security                 Reference Room, 100 F Street NE,
     closing auction of the primary listing                    marked ‘‘short exempt’’ without regard                 Washington, DC 20549 on official
     market at 4:00 p.m. ET. As a result, it                   to whether the order is at a price that                business days between the hours of
                                                               is less than or equal to the current                   10:00 a.m. and 3:00 p.m. Copies of such
        12 Exchange Rule 11.19(a) provides that all short      national best bid. As a result, MOC                    filing also will be available for
     sale orders shall be identified as ‘‘short’’ or ‘‘short   orders marked short exempt are not                     inspection and copying at the principal
     exempt’’ when entered into the System.                    subject to the short sale price
        13 The closing price is as determined by the                                                                  offices of the Exchange. All comments
     listing market for the covered security as of the end
                                                               restrictions of Regulation SHO, and may                received will be posted without change.
     of regular trading hours on the prior day.                be executed without regard to whether                     Persons submitting comments are
        14 This price restriction applies when a national
                                                                                                                      cautioned that we do not redact or edit
     best bid for the covered security is calculated and         15 See e.g., New York Stock Exchange LLC Rule

     disseminated on a current and continuing basis by         7.16(f)(5)(A), which permits the re-pricing of short
                                                                                                                      personal identifying information from
     a plan processor pursuant to an effective national        sale orders during the duration of the short sale      comment submissions. You should
     market system plan.                                       circuit breaker.                                       submit only information that you wish


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     62648                          Federal Register / Vol. 83, No. 233 / Tuesday, December 4, 2018 / Notices

     to make available publicly. All                            any comments it received on the                       liquidity equal to or exceeding 0.40% of
     submissions should refer to File                           proposed rule change. The text of these               total Consolidated Volume during a
     Number SR–BatsBZX–2017–34, and                             statements may be examined at the                     month. The proposed new fee is similar
     should be submitted on or before                           places specified in Item IV below. The                to existing fees assessed for displayed
     December 26, 2018.                                         Exchange has prepared summaries, set                  orders, which require a certain level of
       By the Commission.                                       forth in sections A, B, and C below, of               total Consolidated Volume added
     Eduardo A. Aleman,                                         the most significant aspects of such                  during a month to qualify; however, the
                                                                statements.                                           proposed new fee will also include a
     Assistant Secretary.
                                                                                                                      qualification requirement that a member
     [FR Doc. 2018–26269 Filed 12–3–18; 8:45 am]                A. Self-Regulatory Organization’s
                                                                                                                      remove a certain level of total
     BILLING CODE 8011–01–P                                     Statement of the Purpose of, and
                                                                                                                      Consolidated Volume during the month.
                                                                Statutory Basis for, the Proposed Rule
                                                                Change                                                Third Change
     SECURITIES AND EXCHANGE                                                                                            The purpose of the third change is to
                                                                1. Purpose
     COMMISSION                                                                                                       adopt a new $0.0020 per share executed
                                                                   The purpose of the proposed rule
     [Release No. 34–84668; File No. SR–BX–                                                                           fee for non-displayed orders (other than
                                                                change is to amend the Exchange’s
     2018–057]                                                                                                        orders with Midpoint pegging). To
                                                                transaction fees at Equity 7, Section 118
                                                                                                                      qualify for the proposed fee, a member
     Self-Regulatory Organizations; Nasdaq                      to: (i) Eliminate a fee assessed for
                                                                                                                      must meet the Qualified Market Maker
     BX, Inc.; Notice of Filing and                             displayed orders; (ii) adopt a new fee for
                                                                                                                      Program qualification criteria and add
     Immediate Effectiveness of Proposed                        displayed orders; (iii) adopt a new fee
                                                                                                                      0.10% of total Consolidated Volume of
     Rule Change To Amend the                                   for non-displayed orders; and (iv) adopt
                                                                                                                      non-displayed liquidity. The proposed
     Exchange’s Transaction Fees at Equity                      a Qualified Market Maker Program and
                                                                                                                      new fee is similar to the certain existing
     7, Section 118                                             a related fee.3
                                                                                                                      fees assessed for non-displayed orders,
     November 28, 2018.
                                                                First Change                                          which requires a certain level of total
                                                                   The purpose of the first change is to              Consolidated Volume added during a
        Pursuant to Section 19(b)(1) of the
                                                                eliminate a $0.0018 per share executed                month to qualify; however, the
     Securities Exchange Act of 1934
                                                                fee assessed for displayed orders. To                 proposed new fee will also include a
     (‘‘Act’’),1 and Rule 19b–4 thereunder,2
                                                                qualify for the current fee, a member                 qualification requirement that a member
     notice is hereby given that on November
                                                                must add liquidity equal to or exceeding              also qualify for the Qualified Market
     16, 2018, Nasdaq BX, Inc. (‘‘BX’’ or
                                                                the member’s Growth Target. The                       Maker Program. The Qualified Market
     ‘‘Exchange’’) filed with the Securities
                                                                Growth Target is the liquidity the                    Maker Program, which is being
     and Exchange Commission (‘‘SEC’’ or
                                                                member added in January 2017 as a                     proposed herein and is discussed
     ‘‘Commission’’) the proposed rule
                                                                percent of total Consolidated Volume 4                immediately below, will require a
     change as described in Items I, II, and
                                                                plus 0.04% of total Consolidated                      member to provide market-improving
     III, below, which Items have been
                                                                Volume. The fee tier has not provided                 behavior in the form of quoting and
     prepared by the Exchange. The
                                                                adequate incentive to attract liquidity to            provision of total Consolidated Volume.
     Commission is publishing this notice to
     solicit comments on the proposed rule                      the Exchange. Accordingly, the                        Fourth Change
     change from interested persons.                            Exchange is proposing to eliminate the
                                                                                                                         The purpose of the fourth change is to
                                                                fee.
     I. Self-Regulatory Organization’s                                                                                adopt a Qualified Market Maker
     Statement of the Terms of Substance of                     Second Change                                         (‘‘QMM’’) Program and a related fee. A
     the Proposed Rule Change                                     The purpose of the second change is                 QMM is a member that makes a
                                                                to adopt a new $0.0016 per share                      significant contribution to market
        The Exchange proposes to amend the
                                                                executed fee assessed for displayed                   quality by providing liquidity at the
     Exchange’s transaction fees at Equity 7,
                                                                orders. To qualify for the proposed fee,              national best bid and offer (‘‘NBBO’’) in
     Section 118 to: (i) Eliminate a fee
                                                                a member must add liquidity equal to or               a large number of securities for a
     assessed for displayed orders; (ii) adopt
     a new fee for displayed orders; (iii)                      exceeding 0.06% of total Consolidated                 significant portion of the day. A QMM
     adopt a new fee for non-displayed                          Volume during a month, and remove                     may be, but is not required to be, a
     orders; and (iv) adopt a Qualified                                                                               registered market maker in any security;
     Market Maker Program and a related fee.                       3 The Exchange initially filed the proposed        thus, the QMM designation does not by
        The text of the proposed rule change                    pricing changes on November 1, 2018 (SR–BX–           itself impose a two-sided quotation
     is available on the Exchange’s website at
                                                                2018–053). On November 6, 2018, the Exchange          obligation or convey any of the benefits
                                                                withdrew that filing and replaced it with SR–BX–      associated with being a registered
     http://nasdaqbx.cchwallstreet.com/, at                     2018–054, which corrected a description of the
     the principal office of the Exchange, and                  quoting obligation under the QMM Program rule         market maker. The designation will,
     at the Commission’s Public Reference                       and made a technical correction to the purpose        however, reflect the QMM’s
     Room.
                                                                discussion. On November 16, 2018, the Exchange        commitment to provide meaningful and
                                                                withdrew SR–BX–2018–054 and submitted this            consistent support to market quality and
     II. Self-Regulatory Organization’s                         filing, which makes technical changes and provides
                                                                further description of the QMM Program.               price discovery by extensive quoting at
     Statement of the Purpose of, and                              4 The term ‘‘Consolidated Volume’’ shall mean      the NBBO in a large number of
     Statutory Basis for, the Proposed Rule                     the total consolidated volume reported to all         securities. Thus, the program is
     Change                                                     consolidated transaction reporting plans by all       designed to attract liquidity both from
                                                                exchanges and trade reporting facilities during a
        In its filing with the Commission, the                  month in equity securities, excluding executed
                                                                                                                      traditional market makers and from
     Exchange included statements                               orders with a size of less than one round lot. For    other firms that are willing to commit
     concerning the purpose of and basis for                    purposes of calculating Consolidated Volume and       capital to support liquidity at the NBBO.
                                                                the extent of a member’s trading activity the date    In return for providing the required
     the proposed rule change and discussed                     of the annual reconstitution of the Russell
                                                                Investments Indexes shall be excluded from both
                                                                                                                      contribution of market-improving
       1 15   U.S.C. 78s(b)(1).                                 total Consolidated Volume and the member’s            liquidity, a QMM will be assessed a
       2 17   CFR 240.19b–4.                                    trading activity. See Equity 7, Section 118.          lower rate for executions of displayed


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Document Created: 2018-12-04 00:42:28
Document Modified: 2018-12-04 00:42:28
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation83 FR 62646 

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